EXHIBIT h-4.
ADDENDUM TO TRANSFER AGENCY AGREEMENT
THIS ADDENDUM, dated as of September 1, 2003, modifies the Transfer Agency
Agreement by and between UMB Fund Services, Inc. ("UMBFS") and Wasatch Funds,
Inc. (the "Funds"), such Agreement being hereinafter referred to as the
"Agreement."
WHEREAS, Section 352 of the USA Patriot Act (the "Act") and the Interim Final
Rule (Section 103.130) adopted by the Department of the Treasury's Financial
Crimes Enforcement Network (the "Rule") require the Funds to develop and
implement an anti-money laundering program and monitor the operation of its
program and assess its effectiveness;
WHEREAS, in order to assist its transfer agent clients with their anti-money
laundering compliance responsibilities under the Act and the Rule, UMBFS has
provided to the Funds for its consideration and approval written procedures
describing various tools designed to promote the detection and reporting of
potential money laundering activity by monitoring certain aspects of shareholder
activity (the " Monitoring Procedures"); and
WHEREAS, the Funds desires to implement the Monitoring Procedures as part of its
overall anti-money laundering program and, subject to the terms of the Rule,
delegate to UMBFS the day-to-day operation of the Monitoring Procedures on
behalf of the Funds.
NOW THEREFORE, the parties agree, and the Agreement is hereby modified, as
follows:
1. The Funds acknowledges that it has had an opportunity to review,
consider and comment upon the Monitoring Procedures provided by UMBFS
and the Funds has determined that they, as part of the Funds' overall
anti-money laundering program, are reasonably designed to prevent the
Funds from being used for money laundering or the financing of
terrorist activities and to achieve compliance with the applicable
provisions of the Bank Secrecy Act and the implementing regulations
thereunder.
2. Based on this determination, the Funds hereby instructs and directs
UMBFS to implement the Monitoring Procedures on its behalf, as such may
be amended or revised from time to time.
3. It is contemplated that the Monitoring Procedures will be amended from
time to time by the parties as additional regulations are adopted
and/or regulatory guidance is provided relating to the Funds'
anti-money laundering responsibilities, including rules relating to
investor verification pursuant to Section 326 of the Patriot Act.
4. UMBFS agrees to provide to the Funds (i) prompt written notification of
any transaction or combination of transactions that UMBFS believes,
based on the Monitoring Procedures, evidence money laundering activity
in connection with the Funds or any shareholder of the Funds, (ii) any
reports received by UMBFS from any government agency or applicable
industry self-regulatory organization pertaining to UMBFS' anti-money
laundering monitoring on behalf of the Funds as provided in this
Addendum, (iii) any action taken in response to anti-money laundering
violations as described in (i) or (ii), and (iv) an annual
report of its monitoring activities on behalf of the Funds. UMBFS shall
provide such other reports on the monitoring activities conducted at
the direction of the Funds as may be agreed to from time to time by
UMBFS and the Funds' anti-money laundering compliance officer.
5. The Funds hereby directs, and UMBFS acknowledges, that UMBFS shall (1)
permit federal regulators access to such information and records
maintained by UMBFS and relating to UMBFS's implementation of the
Monitoring Procedures on behalf of the Funds, as they may request, and
(2) permit such federal regulators to inspect UMBFS's implementation of
the Monitoring Procedures on behalf of the Funds.
6. Fees and expenses (other than those already set forth in the Agreement)
for services to be provided by UMBFS hereunder shall be as agreed upon
between the Funds and UMBFS.
7. This Addendum constitutes the written instructions of the Funds
pursuant to the terms of the Agreement. Except to the extent
supplemented hereby, the Agreement shall remain in full force and
effect.
IN WITNESS HEREOF, the undersigned have executed this Addendum as of the date
and year first above written.
WASATCH FUNDS, INC.
(the "Funds")
By: /s/ Xxxx Xxxxxx
_____________________________
Authorized Officer
UMB FUND SERVICES, INC.
("UMBFS")
By: /s/ Xxxxx Xxxxxxx
_____________________________
Authorized Officer
